Notes Payable

3 Months Ended

Mar. 31, 2026

Notes payable consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Related parties:
1Shareholders and owners of acquired entities - Interest accrues at rates ranging from 3.25% - 11.00% annually. The notes payable mature on various dates through October 2028.	40,894		47,299
Convertible notes payable - Interest accrues at rates ranging from 4.75% - 7.00% annually. The convertible notes payable mature on various dates through November 2028.	5,088		5,312
Unrelated third parties:
Note payable for purchase of tangible asset	4,093		4,366
Note payable for purchase of intangible asset	511		619
Discounts on notes payable issued as consideration in acquisitions:
1Shareholders and owners of acquired entities	(604)		(729)
Other	127		144
Total	50,109		57,011
Less: current portion	(20,840)		(22,698)
Non-current portion	$	29,269	$	34,313

1Includes notes payable to all owners irrespective of current relationship with the Company

Interest expense attributable to the notes payable totaled $1.0 million and $0.8 million for the three months ended March 31, 2026 and March 31, 2025 respectively.

Future principal payments on notes payable for remainder of 2026 and succeeding years are as follows (in thousands):


2026	$	16,557
2027	19,194
2028	14,317
2029	518
Total	$	50,586

Convertible Notes Payable

The Company issued unsubordinated convertible notes as partial consideration for multiple acquisitions (See Note 4 Acquisitions). The convertible notes are convertible into shares of common stock at the option of the holders, at any time, at a predetermined conversion price. Subject to conversion, the convertible notes are payable through quarterly installments of principal, interest or both from October 2022 through November 2028. At any time, upon ten (10) business days’ notice to the Company, the holders may request that a prepayment of the principal or all or part of a regularly scheduled quarterly payment of the principal be made in the form of common stock of the Company, with the number of shares of common

stock equal to the amount of the requested prepayment divided by the stock conversion price. If the request is made with respect to a regularly scheduled quarterly payment of principal, then the accrued interest shall be paid in cash.

The holders of the Exeltech Consulting, Inc. convertible note converted approximately of $0.1 million of principal into 4,255 shares of common stock at $32.32 per share, representing a partial conversion of the note. The remaining principal balance remained outstanding as of March 31, 2026.

No additional elections or conversions had been made as of March 31, 2026.

The following table summarizes the convertible notes as of March 31, 2026 (in thousands, except conversion price):


Convertible Notes:	Date Issued	Principal Amount		Interest Rate		Conversion Price		Remaining Balance1
Anchor Consultants, LLC	08/22	$	1,100	5.50	%	$	18.00	$	438
Exeltech Consulting, Inc.	11/24	$	2,200	5.00	%	$	32.32	$	1,563
UP Engineering, LLC	02/25	$	1,200	5.00	%	$	32.50	$	1,246
e3i Engineers, INC	07/25	$	1,800	5.00	%	$	32.50	$	1,990

1Includes discounts, and reflects the net remaining balance on convertible notes.

As of March 31, 2026 and December 31, 2025, the carrying amount of the Company’s convertible notes payable includes unamortized discounts, which were approximately $0.2 million at each reporting date.